##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended June 30, 2002
Commission File No. 000-24615

LANDAIR CORPORATION
(Exact name of registrant as specified in its charter)

|                                                                                 |  |                                                
|-------------------------------------------------------------------------------- |  | -----------------------------------------------
|Tennessee
(State or other jurisdiction of
incorporation or organization)         |  | 62-1743549
(I.R.S. Employer Identification No.)
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|                                                                                 |  |                                                
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|430 Airport Road
Greeneville, Tennessee
(Address of principal executive offices) |  | 37745
(Zip Code)                               

Registrants telephone number, including area code:    (423) 783-1300

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

YES     (XBOX)     NO   (BOX)

The number of shares outstanding of the registrants common stock, $.01 par
value, as of July 31, 2002 was 4,935,468.





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TABLE OF CONTENTS



|                              |                                                                                               |                                                      |  |  |  |  |  | 
|----------------------------- | --------------------------------------------------------------------------------------------- | ---------------------------------------------------- |  |  |  |  |  | 
|Part I. Financial Information
|                              | Item 1. Financial Statements (Unaudited)                                                     
|                              |                                                                                               | Condensed Consolidated Statements of Income         
|                              |                                                                                               | Condensed Consolidated Statements of Cash Flows     
|                              |                                                                                               | Notes to Condensed Consolidated Financial Statements
|                              | Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
|                              | Item 3.  Quantitative and Qualitative Disclosure of Market Risk                              
|Part II. Other Information   
|                              | Item 1.  Legal Proceedings                                                                   
|                              | Item 2. Changes in Securities and Use of Proceeds                                            
|                              | Item 3.  Defaults Upon Senior Securities                                                     
|                              | Item 4.  Submission of Matters to a Vote of Security Holders                                 
|                              | Item 5.  Other Information                                                                   
|                              | Item 6.  Exhibits and Reports on Form 8-K                                                    
|Signatures                   



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##### Table of Contents



Table of Contents

Landair Corporation

| |  | 
| |  | 
| |  | 
| |  | 
| |  | 

|                                                                                              |                                                                                                 |  |    |   | 
|--------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------- |  | -- | - | 
|Part I. Financial Information                                                                 |                                                                                                 |  |    |  
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|Item 1. Financial Statements (Unaudited)                                                      |                                                                                                 |  |    |  
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                              | Condensed Consolidated Balance Sheets -
June 30, 2002 and December 31, 2001                     |  |    | 3 | 
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                              | Condensed Consolidated Statements of Income -
Three and six months ended June 30, 2002 and 2001 |  |    | 4 | 
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                              | Condensed Consolidated Statements of Cash Flows -
Six months ended June 30, 2002 and 2001       |  |    | 5 | 
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                              | Notes to Condensed Consolidated Financial Statements -
June 30, 2002                            |  |    | 6 | 
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|Item 2. Managements Discussion and Analysis of
Financial Condition and Results of Operations |                                                                                                 |  | 9  |  
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|Item 3. Quantitative and Qualitative Disclosure of Market Risk                                |                                                                                                 |  | 14 |  
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|Part II. Other Information                                                                    |                                                                                                 |  |    |  
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|Item 1. Legal Proceedings                                                                     |                                                                                                 |  | 16 |  
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|Item 2. Changes in Securities and Use of Proceeds                                             |                                                                                                 |  | 16 |  
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|Item 3. Defaults Upon Senior Securities                                                       |                                                                                                 |  | 16 |  
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|Item 4. Submission of Matters to a Vote of Security Holders                                   |                                                                                                 |  | 16 |  
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|Item 5. Other Information                                                                     |                                                                                                 |  | 17 |  
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|Item 6. Exhibits and Reports on Form 8-K                                                      |                                                                                                 |  | 17 |  
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|Signatures                                                                                    |                                                                                                 |  | 18 |  

2



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##### Table of Contents






Part I. Financial Information




Item 1. Financial Statements (Unaudited)

Landair Corporation

Condensed Consolidated Balance Sheets

|                                               |                                                                            |                                                                         |        |                                   |    |                   |        |        |    | 
|---------------------------------------------- | -------------------------------------------------------------------------- | ----------------------------------------------------------------------- | ------ | --------------------------------- | -- | ----------------- | ------ | ------ | -- | 
|                                               |                                                                            |                                                                         |        | June 30, 2002                     |    | December 31, 2001
|                                               |                                                                            |                                                                         |        |                                   |    |                  
|                                               |                                                                            |                                                                         |        | (Unaudited)                       |    | (Note 1)         
|                                               |                                                                            |                                                                         |        |                                   |    |                  
|                                               |                                                                            |                                                                         |        | (In thousands, except share data)
|Assets                                         |                                                                            |                                                                         |        |                                   |    |                   |        |       
|                                              
|                                              
|                                              
|                                              
|Current assets:                                |                                                                            |                                                                         |        |                                   |    |                   |        |       
|                                              
|                                              
|                                              
|                                              
|                                               | Cash and cash equivalents                                                  |                                                                         | $      | 6                                 |    |                   | $      | 6      |   
|                                              
|                                              
|                                              
|                                              
|                                               | Trade accounts receivable, less allowance of $279 in 2002 and
$317 in 2001 |                                                                         |        | 7,919                             |    |                   |        | 6,713  |   
|                                              
|                                              
|                                              
|                                              
|                                               | Other current assets                                                       |                                                                         |        | 5,257                             |    |                   |        | 3,940  |   
|                                               |                                                                            |                                                                         |        |                                   |    |                   |        |       
|Total current assets                           |                                                                            |                                                                         | 13,182 |                                   |    |                   | 10,659 |       
|                                              
|                                              
|                                              
|                                              
|Property and equipment                         |                                                                            |                                                                         | 81,609 |                                   |    |                   | 80,650 |       
|                                              
|                                              
|                                              
|                                              
|Less accumulated depreciation and amortization |                                                                            |                                                                         | 29,608 |                                   |    |                   | 26,578 |       
|                                               |                                                                            |                                                                         |        |                                   |    |                   |        |       
|                                               |                                                                            |                                                                         | 52,001 |                                   |    |                   | 54,072 |       
|                                              
|                                              
|                                              
|                                              
|Other assets                                   |                                                                            |                                                                         | 3      |                                   |    |                   | 34     |       
|                                               |                                                                            |                                                                         |        |                                   |    |                   |        |       
|Total assets                                   |                                                                            | $                                                                       | 65,186 |                                   |    | $                 | 64,765 |       
|                                               |                                                                            |                                                                         |        |                                   |    |                   |        |       
|Liabilities and Shareholders Equity           |                                                                            |                                                                         |        |                                   |    |                   |        |       
|                                              
|                                              
|                                              
|                                              
|Current liabilities:                           |                                                                            |                                                                         |        |                                   |    |                   |        |       
|                                              
|                                              
|                                              
|                                              
|                                               | Accounts payable                                                           |                                                                         | $      | 2,552                             |    |                   | $      | 1,835  |   
|                                              
|                                              
|                                              
|                                              
|                                               | Accrued expenses                                                           |                                                                         |        | 7,000                             |    |                   |        | 7,673  |   
|                                              
|                                              
|                                              
|                                              
|                                               | Current portion of long-term debt                                          |                                                                         |        | 256                               |    |                   |        | 242    |   
|                                               |                                                                            |                                                                         |        |                                   |    |                   |        |       
|Total current liabilities                      |                                                                            |                                                                         | 9,808  |                                   |    |                   | 9,750  |       
|                                              
|                                              
|                                              
|                                              
|Long-term debt, less current portion           |                                                                            |                                                                         | 2,269  |                                   |    |                   | 5,885  |       
|                                              
|                                              
|                                              
|                                              
|Deferred income taxes                          |                                                                            |                                                                         | 14,781 |                                   |    |                   | 13,565 |       
|                                              
|                                              
|                                              
|                                              
|Shareholders equity:                          |                                                                            |                                                                         |        |                                   |    |                   |        |       
|                                              
|                                              
|                                              
|                                              
|                                               | Preferred stock                                                            |                                                                         |        |                                  |    |                   |        |       |   
|                                              
|                                              
|                                              
|                                              
|                                               | Common stock, $0.01 par value:                                             |                                                                         |        |                                   |    |                   |        |        |   
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                            | Authorized
shares - 45,000,000                                          |        |                                   |    |                   |        |        |   
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                            | Issued and outstanding shares - 4,934,776 in 2002
and 4,861,643 in 2001 |        |                                   | 49 |                   |        |        | 49 | 
|                                              
|                                              
|                                              
|                                              
|                                               | Additional paid-in capital                                                 |                                                                         |        | 37,946                            |    |                   |        | 37,880 |   
|                                              
|                                              
|                                              
|                                              
|                                               | Retained earnings (deficit)                                                |                                                                         |        | 333                               |    |                   |        | (2,364 | ) 
|                                               |                                                                            |                                                                         |        |                                   |    |                   |        |       
|Total shareholders equity                     |                                                                            |                                                                         | 38,328 |                                   |    |                   | 35,565 |       
|                                               |                                                                            |                                                                         |        |                                   |    |                   |        |       
|Total liabilities and shareholders equity     |                                                                            | $                                                                       | 65,186 |                                   |    | $                 | 64,765 |       
|                                               |                                                                            |                                                                         |        |                                   |    |                   |        |       

The accompanying notes are an integral part of
the financial statements.

3



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##### Table of Contents






Landair Corporation

Condensed Consolidated Statements of Income
(Unaudited)

|                           |                                       |   |                                       |       |                  |   |               |       |               |   |        |        |   |   |        |        |  
|-------------------------- | ------------------------------------- | - | ------------------------------------- | ----- | ---------------- | - | ------------- | ----- | ------------- | - | ------ | ------ | - | - | ------ | ------ | -
|                           |                                       |   | Three months ended                    |       | Six months ended
|                           |                                       |   |                                       |       |                 
|                           |                                       |   | June 30, 2002                         |       | June 30, 2001    |   | June 30, 2002 |       | June 30, 2001
|                           |                                       |   |                                       |       |                  |   |               |       |              
|                           |                                       |   | (In thousands, except per share data)
|Operating revenue          |                                       | $ | 26,405                                |       |                  | $ | 27,102        |       |               | $ | 52,028 |        |   | $ | 56,058 |       
|                          
|                          
|                          
|                          
|Operating expenses:        |                                       |   |                                       |       |                  |   |               |       |               |   |        |        |   |   |        |       
|                          
|                          
|                          
|                          
|                           | Salaries, wages and employee
benefits |   |                                       | 8,385 |                  |   |               | 8,993 |               |   |        | 16,752 |   |   |        | 18,811 |  
|                          
|                          
|                          
|                          
|                           | Purchased transportation              |   |                                       | 6,604 |                  |   |               | 6,710 |               |   |        | 12,562 |   |   |        | 14,388 |  
|                          
|                          
|                          
|                          
|                           | Fuel and fuel taxes                   |   |                                       | 2,646 |                  |   |               | 2,919 |               |   |        | 5,389  |   |   |        | 5,900  |  
|                          
|                          
|                          
|                          
|                           | Depreciation and
amortization         |   |                                       | 2,404 |                  |   |               | 2,362 |               |   |        | 4,767  |   |   |        | 4,786  |  
|                          
|                          
|                          
|                          
|                           | Insurance and claims                  |   |                                       | 773   |                  |   |               | 681   |               |   |        | 2,009  |   |   |        | 1,541  |  
|                          
|                          
|                          
|                          
|                           | Operating leases                      |   |                                       | 398   |                  |   |               | 444   |               |   |        | 878    |   |   |        | 852    |  
|                          
|                          
|                          
|                          
|                           | Other operating expenses              |   |                                       | 2,894 |                  |   |               | 2,598 |               |   |        | 5,587  |   |   |        | 5,267  |  
|                           |                                       |   |                                       |       |                  |   |               |       |               |   |        |        |   |   |        |       
|                           |                                       |   | 24,104                                |       |                  |   | 24,707        |       |               |   | 47,944 |        |   |   | 51,545 |       
|                           |                                       |   |                                       |       |                  |   |               |       |               |   |        |        |   |   |        |       
|Income from operations     |                                       |   | 2,301                                 |       |                  |   | 2,395         |       |               |   | 4,084  |        |   |   | 4,513  |       
|                          
|                          
|                          
|                          
|Other income (expense):    |                                       |   |                                       |       |                  |   |               |       |               |   |        |        |   |   |        |       
|                          
|                          
|                          
|                          
|                           | Interest expense                      |   |                                       | (25   | )                |   |               | (342  | )             |   |        | (61    | ) |   |        | (802   | )
|                          
|                          
|                          
|                          
|                           | Other, net                            |   |                                       | 229   |                  |   |               | 89    |               |   |        | 327    |   |   |        | 160    |  
|                           |                                       |   |                                       |       |                  |   |               |       |               |   |        |        |   |   |        |       
|                           |                                       |   | 204                                   |       |                  |   | (253          | )     |               |   | 266    |        |   |   | (642   | )     
|                           |                                       |   |                                       |       |                  |   |               |       |               |   |        |        |   |   |        |       
|Income before income taxes |                                       |   | 2,505                                 |       |                  |   | 2,142         |       |               |   | 4,350  |        |   |   | 3,871  |       
|                          
|                          
|                          
|                          
|Income taxes               |                                       |   | 952                                   |       |                  |   | 853           |       |               |   | 1,653  |        |   |   | 1,543  |       
|                           |                                       |   |                                       |       |                  |   |               |       |               |   |        |        |   |   |        |       
|Net income                 |                                       | $ | 1,553                                 |       |                  | $ | 1,289         |       |               | $ | 2,697  |        |   | $ | 2,328  |       
|                           |                                       |   |                                       |       |                  |   |               |       |               |   |        |        |   |   |        |       
|Income per share:          |                                       |   |                                       |       |                  |   |               |       |               |   |        |        |   |   |        |       
|                          
|                          
|                          
|                          
|                           | Basic                                 |   | $                                     | .31   |                  |   | $             | .27   |               |   | $      | .55    |   |   | $      | .48    |  
|                           |                                       |   |                                       |       |                  |   |               |       |               |   |        |        |   |   |        |       
|                           | Diluted                               |   | $                                     | .31   |                  |   | $             | .26   |               |   | $      | .53    |   |   | $      | .47    |  
|                           |                                       |   |                                       |       |                  |   |               |       |               |   |        |        |   |   |        |       

The accompanying notes are an integral part of
the financial statements.

4



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##### Table of Contents






Landair Corporation

Condensed Consolidated Statements of Cash Flows
(Unaudited)

|                                                       |                                       |   |                  |        |               |   |         |        |  
|------------------------------------------------------ | ------------------------------------- | - | ---------------- | ------ | ------------- | - | ------- | ------ | -
|                                                       |                                       |   | Six months ended
|                                                       |                                       |   |                 
|                                                       |                                       |   | June 30, 2002    |        | June 30, 2001
|                                                       |                                       |   |                  |        |              
|                                                       |                                       |   | (In thousands)  
|Cash provided by operations:                           |                                       |   |                  |        |               |   |         |       
|                                                      
|                                                      
|                                                      
|                                                      
|Net income                                             |                                       | $ | 2,697            |        |               | $ | 2,328   |       
|                                                      
|                                                      
|                                                      
|                                                      
|(Gain) loss on disposal                                |                                       |   | (70              | )      |               |   | 17      |       
|                                                      
|                                                      
|                                                      
|                                                      
|Depreciation and amortization                          |                                       |   | 4,767            |        |               |   | 4,786   |       
|                                                      
|                                                      
|                                                      
|                                                      
|Changes in operating assets and liabilities:           |                                       |   |                  |        |               |   |         |       
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       | Accounts receivable                   |   |                  | (1,206 | )             |   |         | 3,119  |  
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       | Other receivables                     |   |                  | 138    |               |   |         | 277    |  
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       | Inventories                           |   |                  | 209    |               |   |         | 283    |  
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       | Other assets                          |   |                  | 31     |               |   |         | 240    |  
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       | Prepaid expenses                      |   |                  | (20    | )             |   |         | 60     |  
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       | Accounts payable and accrued expenses |   |                  | 205    |               |   |         | (1,978 | )
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       | Income taxes                          |   |                  | 1,056  |               |   |         | 1,728  |  
|                                                       |                                       |   |                  |        |               |   |         |       
|Net cash provided by operations                        |                                       |   | 7,807            |        |               |   | 10,860  |       
|                                                      
|                                                      
|                                                      
|                                                      
|Investing activities:                                  |                                       |   |                  |        |               |   |         |       
|                                                      
|                                                      
|                                                      
|                                                      
|Proceeds from disposal of property and
equipment       |                                       |   | 1,313            |        |               |   | 1,937   |       
|                                                      
|                                                      
|                                                      
|                                                      
|Purchases of property and equipment                    |                                       |   | (5,584           | )      |               |   | (53     | )     
|                                                       |                                       |   |                  |        |               |   |         |       
|Net cash (used in) provided by investing activities    |                                       |   | (4,271           | )      |               |   | 1,884   |       
|                                                      
|                                                      
|                                                      
|                                                      
|Financing activities:                                  |                                       |   |                  |        |               |   |         |       
|                                                      
|                                                      
|                                                      
|                                                      
|Payments of long-term debt                             |                                       |   | (3,602           | )      |               |   | (12,422 | )     
|                                                      
|                                                      
|                                                      
|                                                      
|Repurchase of common stock                             |                                       |   | (422             | )      |               |   | (494    | )     
|                                                      
|                                                      
|                                                      
|                                                      
|Common stock issued under employee stock purchase
plan |                                       |   | 54               |        |               |   | 28      |       
|                                                      
|                                                      
|                                                      
|                                                      
|Proceeds from exercise of stock options                |                                       |   | 434              |        |               |   | 142     |       
|                                                       |                                       |   |                  |        |               |   |         |       
|Cash used in financing activities                      |                                       |   | (3,536           | )      |               |   | (12,746 | )     
|                                                       |                                       |   |                  |        |               |   |         |       
|Decrease in cash and cash equivalents                  |                                       | $ |                 |        |               | $ | (2      | )     
|                                                       |                                       |   |                  |        |               |   |         |       
|Cash and cash equivalents at beginning of period       |                                       |   | 6                |        |               |   | 9       |       
|                                                       |                                       |   |                  |        |               |   |         |       
|Cash and cash equivalents at end of period             |                                       | $ | 6                |        |               | $ | 7       |       
|                                                       |                                       |   |                  |        |               |   |         |       

The accompanying notes are an integral part of
the financial statements.

5



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##### Table of Contents






Landair Corporation

Notes to Condensed Consolidated Financial Statements
(Unaudited)
June 30, 2002

1.     Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with accounting principles generally accepted in
the United States for interim financial information and with the instructions
to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not
include all of the information and footnotes required by accounting principles
generally accepted in the United States for complete financial statements. In
the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included.
Operating results for the six-month period ended June 30, 2002 are not
necessarily indicative of the results that may be expected for the year ending
December 31, 2002. For further information, refer to the consolidated
financial statements and footnotes thereto included in the Landair Corporation
Annual Report on Form 10-K for the year ended December 31, 2001.

The balance sheet at December 31, 2001 has been derived from the audited
financial statements at that date, but does not include all of the financial
information and footnotes required by accounting principles generally accepted
in the United States for complete financial statements.

2.     Comprehensive Income

The Company had no items of other comprehensive income in 2002 or 2001 and,
accordingly, comprehensive income is equivalent to net income.

3.     Reclassifications

Certain reclassifications have been made to prior year financial statements to
conform to the 2002 presentation. These reclassifications had no effect on net
income as previously reported.

6



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##### Table of Contents



Landair Corporation

Notes to Condensed Consolidated Financial Statements (continued)

4.     Income Per Share

The following table sets forth the computation of basic and diluted income per
share (in thousands, except per share data):

|                           |  |                                                                    |                                          |   |                    |       |                  |   |               |       |               |   |       |       |      |   |       |       | 
|-------------------------- |  | ------------------------------------------------------------------ | ---------------------------------------- | - | ------------------ | ----- | ---------------- | - | ------------- | ----- | ------------- | - | ----- | ----- | ---- | - | ----- | ----- | 
|                           |  |                                                                    |                                          |   | Three months ended |       | Six months ended
|                           |  |                                                                    |                                          |   |                    |       |                 
|                           |  |                                                                    |                                          |   | June 30, 2002      |       | June 30, 2001    |   | June 30, 2002 |       | June 30, 2001
|                           |  |                                                                    |                                          |   |                    |       |                  |   |               |       |              
|Numerator:                 |  |                                                                    |                                          |   |                    |       |                  |   |               |       |               |   |       |       |      |  
|                          
|                          
|                          
|                          
|                           |  | Numerator for basic and diluted earnings per share  net income    |                                          | $ | 1,553              |       |                  | $ | 1,289         |       |               | $ | 2,697 |       |      | $ | 2,328 |      
|                          
|                          
|                          
|                          
|Denominator:               |  |                                                                    |                                          |   |                    |       |                  |   |               |       |               |   |       |       |      |  
|                          
|                          
|                          
|                          
|                           |  | Denominator for basic earnings per
share  weighted-average shares |                                          |   | 4,943              |       |                  |   | 4,832         |       |               |   | 4,940 |       |      |   | 4,843 |      
|                          
|                          
|                          
|                          
|                           |  | Effect of dilutive stock options                                   |                                          |   | 138                |       |                  |   | 86            |       |               |   | 123   |       |      |   | 61    |      
|                           |  |                                                                    |                                          |   |                    |       |                  |   |               |       |               |   |       |       |      |  
|                           |  | Denominator for diluted earnings per                               |                                          |   |                    |       |                  |   |               |       |               |   |       |       |      |  
|                          
|                          
|                          
|                          
|                           |  |                                                                    | share  adjusted weighted-average shares |   |                    | 5,081 |                  |   |               | 4,918 |               |   |       | 5,063 |      |   |       | 4,904 | 
|                           |  |                                                                    |                                          |   |                    |       |                  |   |               |       |               |   |       |       |      |  
|                          
|                          
|                          
|                          
|Basic earnings per share   |  | $                                                                  | 0.31                                     |   |                    | $     | 0.27             |   |               | $     | 0.55          |   |       | $     | 0.48 |  
|                           |  |                                                                    |                                          |   |                    |       |                  |   |               |       |               |   |       |       |      |  
|Diluted earnings per share |  | $                                                                  | 0.31                                     |   |                    | $     | 0.26             |   |               | $     | 0.53          |   |       | $     | 0.47 |  
|                           |  |                                                                    |                                          |   |                    |       |                  |   |               |       |               |   |       |       |      |  

5.     Income Taxes

For the six months ended June 30, 2002 and 2001, the effective income tax rate
varied from the statutory federal income tax rate of 34% primarily as a result
of the effect of state income taxes, net of the federal benefit, and permanent
differences.

6.     Commitments and Contingencies

The primary claims in the Companys business are workers compensation,
property damage, auto liability and medical benefits. Most of the Companys
insurance coverage provides for self-insurance levels with primary and excess
coverage which management believes is sufficient to adequately protect the
Company from catastrophic claims. In the opinion of management, adequate
provision has been made for all incurred claims up to the self-insured limits,
including provision for estimated claims incurred but not reported.

The Company estimates its self-insurance loss exposure by evaluating the merits
and circumstances surrounding individual known claims, and by performing
hindsight analysis to determine an estimate of probable losses on claims
incurred but not reported. Such losses could
be realized immediately as the events underlying the claims have already
occurred as of the balance sheet dates.

7



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##### Table of Contents



Landair Corporation

Notes to Condensed Consolidated Financial Statements (continued)

6.     Commitments and Contingencies (continued)

Because of the uncertainty of the ultimate resolution of outstanding claims, as
well as uncertainty regarding claims incurred but not reported, it is possible
that managements provision for these losses could change materially in the
near term. However, no estimate can currently be made of the range of
additional loss that is at least reasonably possible.

7.     Impact of Recently Issued Accounting Standards

In June 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards (SFAS) No. 141, Business Combinations, effective
for business combinations occurring on or after July 1, 2001, and SFAS No. 142,
Goodwill and Other Intangible Assets, effective for fiscal years beginning
after December 15, 2001. Under the new rules in SFAS No. 142, goodwill and
intangible assets deemed to have indefinite lives are no longer amortized but
are subject to annual impairment tests in accordance with the Statement. Other
intangible assets will continue to be amortized over their useful lives.

The Company applied the new rules on accounting for goodwill and other
intangible assets beginning in the first quarter of 2002. Application of the
nonamortization provisions of the Statement had no effect on net income upon
adoption.

SFAS No. 143, Accounting for Asset Retirement Obligations, issued in August
2001, addresses financial accounting and reporting for obligations associated
with the retirement of tangible long-lived assets and for the associated
retirement costs. SFAS No. 143, which applies to all entities that have a
legal obligation associated with the retirement of tangible long-lived assets,
is effective for fiscal years beginning after June 15, 2001. The adoption of
SFAS No. 143 did not have a material impact on the Companys financial
condition or results of operations.

SFAS No. 144, Accounting for the Impairment or Disposal of Long-lived Assets,
issued in October 2001, addresses financial accounting and reporting for the
impairment or disposal of long-lived assets. SFAS No. 144, which applies to
all entities, is effective for fiscal years beginning after December 15, 2001.
The adoption of SFAS No. 144 did not have a material impact on the Companys
financial condition or results of operations.

8



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##### Table of Contents






Item 2. Managements Discussion and Analysis of Financial Condition and
Results of Operations

Results of Operations

The following table sets forth the percentage relationship of expense items to
operating revenue for the periods indicated.

|                           |                                       |  |                    |      |                  |  |               |      |               |  |       |      |   |  |       |      |  
|-------------------------- | ------------------------------------- |  | ------------------ | ---- | ---------------- |  | ------------- | ---- | ------------- |  | ----- | ---- | - |  | ----- | ---- | -
|                           |                                       |  | Three months ended |      | Six months ended
|                           |                                       |  |                    |      |                 
|                           |                                       |  | June 30, 2002      |      | June 30, 2001    |  | June 30, 2002 |      | June 30, 2001
|                           |                                       |  |                    |      |                  |  |               |      |              
|Operating revenue          |                                       |  | 100.0              | %    |                  |  | 100.0         | %    |               |  | 100.0 | %    |   |  | 100.0 | %   
|                          
|                          
|                          
|                          
|Operating expenses:        |                                       |  |                    |      |                  |  |               |      |               |  |       |      |   |  |       |     
|                          
|                          
|                          
|                          
|                           | Salaries, wages and employee
benefits |  |                    | 31.8 |                  |  |               | 33.2 |               |  |       | 32.2 |   |  |       | 33.6 |  
|                          
|                          
|                          
|                          
|                           | Purchased transportation              |  |                    | 25.0 |                  |  |               | 24.8 |               |  |       | 24.1 |   |  |       | 25.7 |  
|                          
|                          
|                          
|                          
|                           | Fuel and fuel taxes                   |  |                    | 10.0 |                  |  |               | 10.8 |               |  |       | 10.4 |   |  |       | 10.5 |  
|                          
|                          
|                          
|                          
|                           | Depreciation and amortization         |  |                    | 9.1  |                  |  |               | 8.7  |               |  |       | 9.2  |   |  |       | 8.5  |  
|                          
|                          
|                          
|                          
|                           | Insurance and claims                  |  |                    | 2.9  |                  |  |               | 2.5  |               |  |       | 3.9  |   |  |       | 2.7  |  
|                          
|                          
|                          
|                          
|                           | Operating leases                      |  |                    | 1.5  |                  |  |               | 1.6  |               |  |       | 1.7  |   |  |       | 1.5  |  
|                          
|                          
|                          
|                          
|                           | Other operating expenses              |  |                    | 11.0 |                  |  |               | 9.6  |               |  |       | 10.7 |   |  |       | 9.4  |  
|                           |                                       |  |                    |      |                  |  |               |      |               |  |       |      |   |  |       |     
|                           |                                       |  | 91.3               |      |                  |  | 91.2          |      |               |  | 92.2  |      |   |  | 91.9  |     
|                           |                                       |  |                    |      |                  |  |               |      |               |  |       |      |   |  |       |     
|                          
|                          
|                          
|                          
|Income from operations     |                                       |  | 8.7                |      |                  |  | 8.8           |      |               |  | 7.8   |      |   |  | 8.1   |     
|                          
|                          
|                          
|                          
|Other income (expense):    |                                       |  |                    |      |                  |  |               |      |               |  |       |      |   |  |       |     
|                          
|                          
|                          
|                          
|                           | Interest expense                      |  |                    | (0.1 | )                |  |               | (1.2 | )             |  |       | (0.1 | ) |  |       | (1.4 | )
|                          
|                          
|                          
|                          
|                           | Other, net                            |  |                    | 0.9  |                  |  |               | 0.3  |               |  |       | 0.7  |   |  |       | 0.3  |  
|                           |                                       |  |                    |      |                  |  |               |      |               |  |       |      |   |  |       |     
|                           |                                       |  | 0.8                |      |                  |  | (0.9          | )    |               |  | 0.6   |      |   |  | (1.1  | )   
|                           |                                       |  |                    |      |                  |  |               |      |               |  |       |      |   |  |       |     
|Income before income taxes |                                       |  | 9.5                |      |                  |  | 7.9           |      |               |  | 8.4   |      |   |  | 7.0   |     
|                          
|                          
|                          
|                          
|Income taxes               |                                       |  | 3.6                |      |                  |  | 3.1           |      |               |  | 3.2   |      |   |  | 2.8   |     
|                           |                                       |  |                    |      |                  |  |               |      |               |  |       |      |   |  |       |     
|Net income                 |                                       |  | 5.9                | %    |                  |  | 4.8           | %    |               |  | 5.2   | %    |   |  | 4.2   | %   
|                           |                                       |  |                    |      |                  |  |               |      |               |  |       |      |   |  |       |     

Three Months Ended June 30, 2002 Compared to Three Months Ended June 30, 2001

Operating revenue decreased by $697,000, or 2.6%, to $26.4 million in the
second quarter of 2002 from $27.1 million in 2001. This decrease was the
result of a 5.1% decrease in the average tractors in service, including
owner-operators, during the second quarter of 2002 compared to the same period
in 2001, partially offset by higher equipment utilization. During the second
quarters of 2002 and 2001, the average tractors in service were
728 and 767, respectively. The average revenue per tractor per week increased
from $2,531 per tractor per week in the second quarter of 2001 to $2,575 per
tractor per week in the second quarter of 2002.

The operating ratio (operating expenses as a percentage of operating revenue)
was 91.3% for the second quarter of 2002 compared to 91.2% for 2001.
The
increase in the operating ratio in 2002

9



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was primarily a result of higher
insurance and claims and other operating expenses offset partially by lower
salaries, wages and benefits, and other factors as discussed below.

Salaries, wages and employee benefits were 31.8% of operating revenue in the
second quarter of 2002 compared with 33.2% in 2001. The decrease in salaries,
wages and employee benefits as a percentage of operating revenue was attributed
to a decrease in the number of non-driver employees the Company employed in the
second quarter of 2002 compared with the second quarter of 2001 and lower group
health costs during the second quarter of 2002 versus the second quarter of
2001. The Company increased its tractor to non-driver employee ratio from
approximately 3.9 to one in the second quarter of 2001 to approximately 4.7 to
one in the second quarter of 2002. Group health insurance costs as a
percentage of revenue decreased from 2.4% of revenue in the second quarter of
2001 to 1.5% of revenue in the second quarter of 2002. These reductions were
partially offset by an increase in the percentage of Company-operated tractors
as a percentage of the fleet as a whole including owner-operated tractors.
Company- operated tractors represented 72.5% of the fleet in the second quarter
of 2002 compared to 71.6% in the second quarter of 2001.

Purchased transportation was 25.0% of operating revenue in the second quarter
of 2002 compared to 24.8% in 2001. In the second quarter of 2002,
owner-operated tractors averaged approximately 27.5% of the Companys fleet. In
the second quarter of 2001, owner-operated tractors averaged approximately
28.4% of the Companys fleet.

Fuel and fuel taxes were 10.0% of operating revenue in the second quarter of
2002 compared to 10.8% in 2001. The decrease in fuel and fuel taxes as a
percentage of operating revenue during the second quarter of 2002 is primarily
attributable to a decrease in the average price of fuel, net of fuel surcharge,
in the second quarter of 2002 compared to the second quarter of 2001.

Depreciation and amortization expense as a percentage of operating revenue was
9.1% in the second quarter of 2002 compared to 8.7% in 2001. Depreciation and
amortization expense is relatively a fixed cost and did not fluctuate
significantly from the second quarter of 2001 compared to the second quarter of
2002. A lower revenue base in the second quarter of 2002 compared to the
second quarter of 2001 increased depreciation and amortization expense upward
in the second quarter of 2002 compared to the same quarter in 2001.

Insurance and claims were 2.9% of operating revenue in the second quarter of
2002 compared to 2.5% in 2001. The increase in insurance and claims expense is
primarily a result of an unfavorable loss experience during the second quarter
of 2002 compared with 2001.

Operating leases were 1.5% of operating revenue in the second quarter of 2002
compared to 1.6% in 2001.

Other operating expenses, a large component of
which relates to equipment maintenance, were 11.0% of operating
revenue in the second quarter of 2002 compared with 9.6% in 2001.

10



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Equipment maintenance costs increased to 5.3% of operating costs in the
second quarter of 2002 from 4.1% of operating costs in the second quarter of
2001.

Interest expense was $25,000, or 0.1% of operating revenue, in the second
quarter of 2002 compared with $342,000 or 1.2% in 2001. The decrease was a
result of lower average net borrowings during 2002 resulting from the Companys
repayment of a substantial portion of its long-term debt coupled with lower
effective interest rates in the second quarter of 2002 compared to the second
quarter of 2001.

The combined federal and state effective tax rate for the second quarter of
2002 was 38.0% compared to 39.8% for 2001.

As a result of the foregoing factors, net income increased by $264,000 from
$1.3 million in the second quarter of 2001 to $1.6 million in the second
quarter of 2002.

Six Months Ended June 30, 2002 Compared to Six Months Ended June 30, 2001

Operating revenue decreased by $4.1 million, or 7.2%, to $52.0 million in the
first six months of 2002 from $56.1 million in 2001. This decrease was the
result of a 10.8% decrease in the average tractors in service, including
owner-operators, during the first six months of 2002 compared with the same
period in 2001, partially offset by higher equipment utilization. During the
first six months of 2002 and 2001, the average tractors in service were 728 and
816, respectively. The average revenue per tractor per week increased from
$2,480 per tractor per week in the first six months of 2001 to $2,568 per
tractor per week in the first six months of 2002.

The operating ratio (operating expenses as a percentage of operating revenue)
was 92.2% for the first six months of 2002 compared to 91.9% for 2001. The
increase in the operating ratio in 2002 was primarily a result of the factors
discussed below.

Salaries, wages and employee benefits were 32.2% of operating revenue in the
first six months of 2002 compared to 33.6% in 2001. The decrease in salaries,
wages and employee benefits as a percentage of operating revenue was due to a
decrease in the number of non-driver employees the Company employed in the
first six months of 2002 compared to the first six months of 2001 and lower
group health costs during the first six months of 2002 versus the first six
months of 2001. The Company increased its tractor to non-driver employee ratio
from approximately 4.1
to one in the first six months of 2001 to approximately 4.6 to one in the first
six months of 2002. Group health insurance costs as a percentage of revenue
decreased from 2.8% of revenue in the first six months of 2001 to 1.4% of
revenue in the first six months of 2002. These reductions were partially
offset by an increase in the percentage of Company-operated tractors as a
percentage of the fleet as a whole including owner-operated tractors.
Company-operated tractors represented 72.5% of the fleet in the first six
months of 2002 compared to 68.4% in the first six months of 2001.

11



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##### Table of Contents



Purchased transportation was 24.2% of operating revenue in the first six months
of 2002 compared to 25.7% in 2001. The decrease in purchased transportation as
a percentage of operating revenue in the first six months of 2002 was primarily
attributable to a decrease in the percentage of owner-operated tractors as a
percentage of the Companys overall fleet. In the first six months of 2002,
owner-operated tractors averaged approximately 27.5% of the Companys fleet. In
the first six months of 2001, owner-operated tractors averaged approximately
31.6% of the Companys fleet.

Fuel and fuel taxes were 10.4% of operating revenue in the first six months of
2002 compared to 10.5% in 2001. The decrease in fuel and fuel taxes as a
percentage of operating revenue during the first six months of 2002 was
primarily attributable to a decrease in the average price of fuel, net of fuel
surcharge, during the first six months of 2002 compared to the same period in
2001 and was offset by an increase in the percentage of Company owned tractors
compared to owner-operator tractors as previously discussed. Owner-operators
are responsible for purchasing their own fuel.

Depreciation and amortization expense as a percentage of operating revenue was
9.2% in the first six months of 2002 compared to 8.5% in 2001. The increase in
depreciation and amortization as a percentage of operating revenue is
attributable to the increase in the percent of Company-operated tractors as a
percentage of the Companys overall fleet as previously discussed.

Insurance and claims were 3.9% of operating revenue in the first six months of
2002 compared with 2.7% in 2001. The increase in insurance and claims expense
was primarily a result of an increase in vehicle liability claims during the
first six months of 2002 compared with 2001.

Operating leases were 1.7% of operating revenue in the first six months of 2002
compared to 1.5% in 2001. The Company leased additional revenue equipment on a
short-term basis in the first six months of 2002 to supplement customer
shipping demands in certain markets.

Other operating expenses, a large component of which relates to equipment
maintenance, were 10.7% of operating revenue in the first six months of 2002
compared with 9.4% in 2001. Equipment maintenance costs increased to 5.0% of
operating costs in the first six months of 2002 from 3.9% of operating costs in
the first six months of 2001.

Interest expense was $61,000, or 0.1% of operating revenue, in the first six
months of 2002 compared with $802,000 or 1.4% in 2001. The decrease was a
result of lower average net
borrowings during 2002 resulting from the Companys strategy to repay long-term
debt coupled with lower effective interest rates in the first six months of
2002 compared to the first six months of 2001.

The combined federal and state effective tax rate for the first six months of
2002 was 38.0% compared to 39.9% for 2001.

12



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##### Table of Contents



As a result of the foregoing factors, net income increased by $431,000 from
$2.3 million in the first six months of 2001 to $2.7 million in the first six
months of 2002.

Liquidity and Sources of Capital

Working capital needs generally have been met with cash flows from operations
and borrowings under credit agreements. Net cash provided by operating
activities of the Company was $7.8 million for the first six months of 2002
compared with $10.9 million in the same period of 2001.

Net cash used in investing activities was approximately $4.3 million in the
first six months of 2002 compared with net cash provided by investing
activities of approximately $1.9 million in the same period of 2001. Investing
activities consisted primarily of the purchase of revenue equipment during the
first six months of 2002. Investing activities consisted primarily of the
proceeds from the disposal of revenue equipment during the second quarter of
2001.

Net cash used in financing activities was $3.5 million in the first six months
of 2002 compared with net cash used in financing activities of $12.7 million in
the same period of 2001. Financing activities consisted primarily of the
repayment of long-term debt during the first six months of 2002 and 2001.

The Company has a working capital line of credit facility. Subject to
maintenance of financial covenants and ratios, this credit facility permits the
Company to borrow up to $15.0 million under the working capital line of credit.
Interest rates for advances under the facility vary based on covenants related
to total indebtedness, cash flows, results of operations and other ratios. The
facility bears interest at LIBOR plus 0.75% to 1.75% and is secured by accounts
receivable and certain revenue equipment. The Companys working capital line
of credit expires on April 30, 2004. Availability under the line of credit is
reduced by the amount of outstanding letters of credit. Among other
restrictions, the terms of the line of credit require maintenance of certain
levels of net worth and other financial ratios. As of June 30, 2002, the
Company had no outstanding borrowings and $3.1 million of letters of credit
outstanding under the working capital line of credit facility. As of June 30,
2002, the Company had $11.9 million of available additional borrowing capacity
under the working capital line of credit.

The Company expects to finance its normal operating requirements and planned
revenue equipment purchases through available borrowing capacity under its
existing line of credit and cash generated by operations. The availability of
debt financing or equity capital will depend upon the Companys financial
condition and results of operations as well as prevailing market
conditions and other factors over which the Company has little or no control.

In February 2002, the Companys Board of Directors created a Special Committee
of the Board for the purpose of evaluating and advising the Board with respect
to a proposed transaction with Warehouse Logistics, L.L.C. (Warehouse), a
company owned by Scott M. Niswonger and John A. Tweed, both of whom are
officers, directors and shareholders of the Company. The Special Committee
consists of the Companys independent directors. Subsequent thereto, the
Company entered into a non-binding letter of intent with Warehouse to acquire
certain assets of Warehouse consisting primarily of service contracts and
leasehold interests for $8 million payable in cash plus assumption of certain
liabilities. The transaction is subject to negotiation and execution of
definitive agreements, approval of the transaction by the Special Committee and
other conditions, including obtaining financing on acceptable terms, receipt by
the Company of a fairness opinion and completion of due diligence.
Accordingly, there can be no assurance that the transaction will be
consummated.

Forward-Looking Statements

This report contains statements with respect to the Companys beliefs and
expectations of the outcomes of future events that are forward-looking
statements as defined in the Private Securities Litigation Reform Act of 1995.
Written forward-looking statements may appear in documents filed with the
Securities and Exchange Commission, in press releases

13



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##### Table of Contents



and in reports to
shareholders. Oral forward-looking statements may be made by the Companys
executive officers and directors on behalf of the Company to the press,
potential investors, securities analysts and others. The Private Securities
Litigation Reform Act of 1995 contains a safe harbor for forward-looking
statements. The Company relies on this safe harbor in making such disclosures.
In connection with this safe harbor provision, the Company is hereby
identifying important factors that could cause actual results to differ
materially from those contained in any forward-looking statement made by or on
behalf of the Company in this report. Without limitation, factors that might cause such a
difference include economic factors such as recessions, inflation, higher
interest rates, downturns in customer business cycles, competition, surplus
inventories, loss of a major customer, fuel price increases, the Companys lack
of prior operating history as an independent entity, the inability of the
Companys information systems to handle increased volume of freight, and the
lack of availability of qualified drivers and independent owner-operators
needed to serve the Companys transportation needs. Forward-looking statements can be identified by words such as expects,
anticipates, intends, plans, believes, estimates, projects, and
similar expressions. The Company does not undertake any obligation to update
or to release publicly any revisions to forward-looking statements contained in
this report to reflect events or circumstances occurring after the date of this
report or to reflect the occurrence of unanticipated events.




Item 3.  Quantitative and Qualitative Disclosure of Market Risk

The Company is exposed to market risk from changes in interest rates and
commodity prices. To reduce such risks, the Company from time to time uses
forward purchase contracts for fuel. All such forward purchase transactions
are authorized by management.

Interest Rates

At June 30, 2002 and 2001, the fair value of the Companys total variable rate
debt was estimated to be approximately $2.5 million and $8.5 million,
respectively, which approximated carrying value based on the Companys current
incremental borrowing rates for similar types of borrowing arrangements. At
these borrowing levels, a hypothetical 10.0% adverse change in interest rates
on the debt would increase interest expense and decrease income before income
taxes by approximately $4,000 and $45,000 in the first six months of 2002 and
2001, respectively. These amounts were determined by considering the impact of
the hypothetical interest rate increase on the Companys borrowing cost at the
June 30, 2002 and 2001 borrowing levels.

Commodities

The availability and price of fuel are subject to fluctuations from factors
such as seasonality, weather, government programs and policies, and changes in
global production. To reduce price sensitivity caused by market fluctuations,
the Company from time to time enters into forward
purchase contracts. At June 30, 2002 and 2001, the Company had no outstanding
commitments to purchase fuel.

The above market risk discussion and the estimated amounts presented are
forward-looking statements of market risk based on the assumed occurrence of
certain adverse market conditions.

14



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##### Table of Contents



Actual results in the future may differ
materially from those projected as a result of actual developments in the
market.

15



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##### Table of Contents






Part II.  Other Information




Item 1.  Legal Proceedings

The Company is, from time to time, a party to litigation arising in the normal
course of its business, most of which involve claims for personal injury and
property damage incurred in connection with the transportation of freight.
Management believes that none of these actions, individually or in the
aggregate, will have a material adverse effect on the financial condition or
results of operations of the Company.




Item 2. Changes in Securities and Use of Proceeds

Not Applicable




Item 3.  Defaults Upon Senior Securities

Not Applicable




Item 4.  Submission of Matters to a Vote of Security Holders

The annual meeting of shareholders of the Company was held on May 21, 2002, for
the purpose of (a) electing seven directors and (b) approving the appointment
of independent auditors for 2002.



|(a) |  | Shareholders elected each director nominee for a one-year term expiring
at the 2003 annual meeting. The vote for each director was as follows:
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------

|                     |  |     |           |          |  |  |        | 
|-------------------- |  | --- | --------- | -------- |  |  | ------ | 
|                     |  | For |           | Withheld
|                     |  |     |           |         
|Jerry T. Armstrong   |  |     | 4,209,030 |          |  |  | 657    | 
|                    
|                    
|                    
|                    
|C. John Langley, Jr. |  |     | 4,209,086 |          |  |  | 601    | 
|                    
|                    
|                    
|                    
|Andrew J. Mantey     |  |     | 4,209,086 |          |  |  | 601    | 
|                    
|                    
|                    
|                    
|Courtney J. Munson   |  |     | 4,209,086 |          |  |  | 601    | 
|                    
|                    
|                    
|                    
|Scott M. Niswonger   |  |     | 4,198,286 |          |  |  | 11,401 | 
|                    
|                    
|                    
|                    
|Richard H. Roberts   |  |     | 4,208,902 |          |  |  | 785    | 
|                    
|                    
|                    
|                    
|John A. Tweed        |  |     | 4,206,530 |          |  |  | 3,157  | 



|(b) |  | The appointment of Ernst & Young LLP as independent auditors for 2002 was
ratified and approved as follows:
|--- |  | -----------------------------------------------------------------------------------------------------------

|          |  |         |       |         |  |  |     | 
|--------- |  | ------- | ----- | ------- |  |  | --- | 
|For       |  | Against |       | Abstain
|          |  |         |       |        
|4,208,253 |  |         | 1,234 |         |  |  | 200 | 

16



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##### Table of Contents






Item 5.  Other Information

Not Applicable




Item 6.  Exhibits and Reports on Form 8-K

The following exhibits are included herein:



|(c) |  | Exhibits  Not applicable                                                                                          
|--- |  | -------------------------------------------------------------------------------------------------------------------
|   
|(d) |  | Reports on Form 8-K  The Company did not file any reports on Form 8-K
during the three months ended June 30, 2002.

17



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##### Table of Contents






Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

|                       |  |                     |  |                                                                   
|---------------------- |  | ------------------- |  | ------------------------------------------------------------------
|                       |  | Landair Corporation
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|Date:  August 14, 2002 |  | By:                 |  | /s/ Andrew J. Mantey                                              
|                       |  |                     |  |                                                                   
|                       |  |                     |  | Andrew J. Mantey
Chief Financial Officer
and Senior Vice President

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